UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~January 2911, ~~2020~~2021

NEOS THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)



001-37508		27-0395455
(Commission File No.)		(IRS Employer Identification No.)

2940 N. Highway 360

Grand Prairie, TX 75050

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (972) 408-1300

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.001 per share	NEOS	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company x

~~Indicate~~If an emerging growth company, indicate by check mark ~~whether~~if the registrant ishas anelected ~~emerging~~not ~~growth~~to ~~company~~use asthe ~~defined~~extended intransition ~~Rule 405~~period offor complying ~~the~~with ~~Securities~~any ~~Act~~new ofor ~~1933~~revised ~~(§230.405~~financial ofaccounting ~~this~~standards ~~chapter)~~provided orpursuant ~~Rule 12b-2~~to Section 13(a) of the ~~Securities~~ Exchange Act ~~of 1934 (§240~~.~~12b-2~~ ~~of this chapter). Emerging growth company ☒~~x

IfItem an7.01. ~~emerging~~Regulation ~~growth~~FD company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange ActDisclosure. ☒

On January 11, 2020, Neos Therapeutics, Inc. (“Neos”) made a presentation to current and prospective investors to discuss its business, including the proposed merger transaction pursuant to the terms of the Agreement and Plan of Merger, dated as of December 10, 2020, by and among Neos, Aytu Bioscience, Inc. (“Aytu”), and Neutron Acquisition Sub, Inc. (the “Merger Agreement”). A copy of the presentation and the portion of the script related to the proposed merger transaction are attached to this Current Report on Form 8-K as Exhibits 99.1 and 99.2 respectively.

In accordance with General Instruction B.2. of Form 8-K, the information contained in Item 7.01 and the exhibits attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Additional Information about the Proposed Merger Transaction and Where to Find It

This communication discusses the proposed merger transaction pursuant to the terms of the Merger Agreement. In connection with the proposed merger transaction, Aytu is expected to file with the United States Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 that will include a joint proxy statement of Aytu and Neos that also constitutes a prospectus of Aytu, which joint proxy statement/prospectus will be mailed or otherwise disseminated to Aytu stockholders and Neos stockholders when it becomes available. Aytu and Neos also plan to file other relevant documents with the SEC regarding the proposed merger transaction.

~~Item~~INVESTORS ~~3.01.~~ARE ~~Notice~~URGED ofTO ~~Delisting~~READ orTHE ~~Failure~~JOINT toPROXY ~~Satisfy~~STATEMENT/PROSPECTUS AND aOTHER ~~Continued~~RELEVANT ~~Listing~~DOCUMENTS ~~Rule~~FILED orWITH ~~Standard;~~THE ~~Transfer~~SEC ofIF ~~Listing~~AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER TRANSACTION.

AsYou ~~previously~~may ~~disclosed,~~obtain ona ~~June~~free 2,copy ~~2020,~~of ~~Neos Therapeutics, Inc. (~~the ~~“Company”~~joint orproxy ~~“Neos”)~~statement/prospectus and ~~received~~other arelevant ~~letter~~documents (~~the~~if ~~“Letter”)~~and ~~from~~when ~~the~~they ~~Listing~~become ~~Qualifications Department (the “Staff”~~available) offiled ~~The~~by ~~Nasdaq~~Aytu ~~Stock~~or ~~Market~~Neos ~~(“Nasdaq”)~~with ~~indicating that~~ the ~~closing~~SEC ~~bid~~at ~~price of~~ the ~~Company~~SEC’s ~~common~~website at ~~stock~~www.sec.gov. ~~had,~~Copies ~~for~~of ~~30 consecutive business days preceding~~ the ~~date~~documents offiled ~~the~~by ~~Letter,~~Aytu ~~been~~with ~~below~~ the ~~$1.00~~SEC ~~per~~will ~~share~~be ~~minimum~~available ~~required~~free ~~for~~of ~~continued~~charge ~~listing~~ on ~~The~~Aytu’s ~~Nasdaq~~website ~~Global~~at www.aytubio.com ~~Market~~or ~~under~~by ~~Nasdaq~~contacting ~~Listing~~Aytu’s ~~Rule~~Investor ~~5450(a)(1)~~Relations ~~(the~~at ~~“Minimum Bid Price Rule”)~~james@haydenir.com. InCopies ~~accordance~~of ~~with~~the ~~Nasdaq~~documents ~~Listing~~filed ~~Rule~~by ~~5810(c)(3)(A),~~Neos with the ~~Company~~SEC ~~was~~will ~~provided~~be ~~until~~available ~~December~~free ~~28,~~of ~~2020~~charge toon ~~regain~~Neos’ ~~compliance,~~website ~~reflecting~~at awww. ~~180-day~~investors.neostx.com ~~compliance~~or ~~period and any temporary relief periods afforded~~ by ~~Nasdaq~~contacting ~~pursuant~~Neos’ toInvestor Relations ~~its~~at ~~April~~(972) ~~16, 2020 announcement~~408-1300.

OnCertain ~~December~~Information ~~29,~~Regarding 2020, Neos received a notice (the “Notice”) from the Listing Qualifications Department of Nasdaq stating that the Company had failed to regain compliance with the minimum $1.00 closing bid price required by the Minimum Bid Price Rule prior to December 28, 2020 as required by Nasdaq’s letter of June 2, 2020. As a result, Nasdaq has determined to initiate procedures to delist the Company’s securities from Nasdaq.Participants

OnNeos ~~December~~and ~~10,~~Aytu ~~2020,~~and ~~the~~their ~~Company~~respective ~~entered~~directors, ~~into~~executive ~~an Agreement~~ officers and ~~Plan~~other members of ~~Merger~~management ~~(the~~and ~~“Merger~~employees ~~Agreement”)~~may ~~with~~be ~~Aytu~~deemed ~~BioScience,~~to ~~Inc.~~be ~~(“Aytu”)~~participants ~~and~~in athe ~~wholly~~solicitation ~~owned subsidiary~~ of ~~Aytu,~~proxies ~~whereby~~in ~~Neos~~respect ~~will~~of ~~survive~~the proposed asmerger atransaction. ~~wholly~~You ~~owned~~can ~~subsidiary~~find ofinformation ~~Aytu~~about ~~(the~~Neos’ ~~“Merger”),~~executive officers and ~~trading~~directors ofin Neos’ ~~shares~~definitive proxy ~~would~~statement ~~cease.~~filed ~~Completion~~with of the ~~Merger~~SEC ison ~~anticipated~~April to21, ~~occur~~2020 byin ~~the~~connection ~~second~~with ~~quarter~~Neos’ of2020 ~~2021~~annual ~~and~~meeting ~~remains~~of ~~subject~~stockholders. toYou ~~customary~~can find ~~closing~~information ~~conditions,~~about ~~including~~Aytu’s ~~the~~executive ~~adoption~~officers ofand ~~the~~directors ~~Merger~~in ~~Agreement~~Aytu’s bydefinitive aproxy ~~majority~~statement offiled with the SEC ~~holders~~on ofMarch ~~the~~4, ~~outstanding~~2020 ~~shares~~in ofconnection ~~Neos~~with ~~common~~Aytu’s ~~stock~~2020 ~~and~~annual ~~the~~meeting ~~approval~~ of ~~the~~stockholders. ~~issuance~~Additional information regarding the interests of ~~Aytu~~such ~~common~~potential ~~stock~~participants bywill abe ~~majority~~included ofin the ~~votes~~joint ~~cast~~proxy bystatement/prospectus ~~Aytu~~and ~~stockholders~~other onrelevant documents filed with the ~~matter,~~SEC if and ~~certain~~when ~~other~~they ~~conditions~~become available. ~~The~~You ~~details~~may ofobtain ~~the~~free ~~Merger~~copies ~~were~~of ~~previously~~these ~~disclosed~~documents infrom ~~the~~Neos ~~Company’s~~or ~~Form~~Aytu ~~8-K~~using ~~filed~~the sources onindicated ~~December 11, 2020~~above.

~~The~~No ~~Notice~~Offer ~~provided~~or the Company until January 5, 2021 to request an appeal of Nasdaq’s determination to delist and request a hearing before a Hearings Panel. In the absence of such appeal and request, the Company’s securities would be suspended at the opening of business on January 7, 2021, and a Form 25-NSE would be filed with the Securities and Exchange Commission, resulting in Neos’ securities being removed from listing and registration on Nasdaq. The Company has requested a hearing before a Hearings Panel to appeal the determination, which request will stay the suspension of Neos’ securities and the filing of the Form 25-NSE pending a decision by the Hearings Panel.Solicitation

This communication does not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor a solicitation of any vote or approval with respect to the proposed merger transaction or otherwise. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the “Securities Act”) and otherwise in accordance with applicable law.

Cautionary Statement Regarding Forward-Looking Statements

This communication and other related materials contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws, including, but not limited to, statements concerning: the expected timetable for completing the proposed merger transaction, the results, effects, benefits and synergies of the proposed merger transaction, future, opportunities for the combined company, future financial performance and condition, the executive and board structure of Aytu; the ability of Neos to successfully commercialize Adzenys XR-ODT®, Cotempla XR-ODT®, Adzenys ER® (the “Approved ADHD Products”) and its generic Tussionex®; its ability to successfully advance its pipeline of product candidates, including licensed product candidates; its ability to maintain and protect its intellectual property; the outcome or success of its clinical trials; the rate and degree of market acceptance of its products; and its ability to develop sales and marketing capabilities. In some cases, you can identify forward-looking statements by terms such as “may,” ”will,” “should,” “expect,” “plan,” “aim,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements of this communication are only predictions and are subject to a number of risks, uncertainties and assumptions, including, without limitation, (i) the outcome of any legal proceedings that may be instituted against the companies related to the proposed merger transaction; (ii) unanticipated difficulties or expenditures relating to the proposed merger transaction, the response of business partners and competitors to the announcement of the proposed merger transaction, and/or potential difficulties in employee retention as a result of the announcement and pendency of the proposed merger transaction; (iii) risks associated with the companies’ ability to obtain the stockholder approvals required to consummate the proposed merger transaction and the timing of the closing of the proposed merger transaction, including the risks that a condition to closing would not be satisfied within the expected timeframe or at all or that the closing of the proposed merger transaction will not occur; (iv) the impact of COVID-19 on prescriptions for the Neos’ products and on its business, revenues, results of operations and financial condition; (v) Neos’ commercialization strategy for the Approved ADHD Products and other products that may be approved; (vi) the timing of any such approval; (vii) Neos’ ability to market and sell the Approved ADHD Products and any other products that may be approved; (viii) Neos’ ability to successfully compete in the market for medications indicated for ADHD; (ix) the manufacture of the Approved ADHD Products or Neos’ other product candidates; (x) the therapeutic potential of the Approved ADHD Products or Neos’ other product candidates; (xi) our ability to initiate and complete trials for NT0502; and (xii) other risks set forth under the caption “Risk Factors” in Neos’ most recent Annual Report on Form 10-K, as updated by Neos’ most recent Quarterly Report on Form 10-Q, and its other SEC filings. Moreover, Neos operates in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for Neos management to predict all risks, nor can Neos assess the impact of all factors on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements it may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this communication may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Although Neos believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, except as required by law, neither Neos nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. Forward-looking statements in this communication represent Neos’ views only as of the date of this communication. Neos undertakes no obligation to update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibit

Number	Description
Exhibit
99.1	Investor Presentation dated January 11, 2021
Number		Description
99.2	Investor Presentation Script

104	Cover page Interactive Data File (embedded within the Inline XBRL document)
104		Cover page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	NEOS THERAPEUTICS, INC.

Date: January 11, 2021	By:	/s/ Richard I. Eisenstadt
	NEOS THERAPEUTICS, INC.
		Richard I. Eisenstadt

		Chief Financial Officer

Date: December 30, 2020	By:	/s/ Richard I. Eisenstadt
		Richard I. Eisenstadt
		Chief Financial Officer

Filing Compare · Neos Therapeutics, Inc.